Attorney-General Orders SLBA to Proceed with AGM

The Attorney-General and Minister of Justice, Alpha Sesay, has formally directed the Sierra Leone Bar Association (SLBA) to immediately announce a definite date for its Annual General Meeting (AGM), arguing that the Executive’s decision to postpone the meeting indefinitely lacks legal basis and undermines democratic governance within the Association.

In a letter dated 2 June 2026 and addressed to the President of the Sierra Leone Bar Association, the Attorney-General expressed concern over what he described as fundamental issues affecting the rule of law, the integrity of the legal profession, and the governance of the Association.

According to the Attorney-General, the current SLBA Executive assumed office on 17 May 2024 and, under Article 20 of the Association’s Memorandum and Articles of Association, its two-year tenure expired on 17 May 2026. He noted that while Article 22 permits the President alone to remain in office until a successor is elected, the provision is intended solely to ensure continuity during a brief transitional period and does not authorize an indefinite extension of the Executive’s mandate.

The Attorney-General stated that the Executive is now operating as a caretaker body with limited authority, restricted to routine administrative functions and incapable of making substantive corporate decisions on behalf of the Association.

He further argued that the Executive’s announcement on 1 June 2026 postponing the AGM indefinitely raises serious legal concerns. Citing Section 185(1) of the Companies Act 2009, he emphasized that every company is legally required to hold an Annual General Meeting each year, with no more than fifteen months between successive meetings.

According to the Attorney-General, an indefinite postponement effectively amounts to a cancellation of the AGM and constitutes a breach of statutory requirements. He maintained that the outgoing Executive lacks the authority to indefinitely postpone the AGM, extend its own tenure, alter governance processes, commit the Association to new obligations, or make substantive decisions on behalf of members.

“Such decisions may only be taken either by order of the High Court or by resolution of the membership at a duly constituted general meeting,” the letter stated.

The Attorney-General stressed that the AGM belongs to the membership rather than the Executive and that members alone have the authority to determine whether elections should proceed as scheduled or be deferred, as well as to decide other governance matters affecting the Association.

As a result, he directed the outgoing Executive to immediately withdraw its notice postponing the AGM indefinitely and to announce a specific date for the meeting. He also instructed the Executive to notify all members through available communication channels that the AGM will proceed as scheduled.

The Attorney-General warned that compliance with these directives is a legal obligation and emphasized that the Sierra Leone Bar Association cannot credibly champion the rule of law in courts and public discourse while allegedly disregarding legal requirements within its own institution.

“The Postponement Notice raises questions of legality, the Executive’s mandate has expired, and the AGM must proceed,” he stated, adding that the future governance of the Association rests exclusively with its membership assembled in a General Meeting.

He concluded by urging the Association’s leadership to take immediate steps to comply, while noting that several legal and constitutional options remain available to ensure adherence to the Companies Act, the Association’s governing documents, and the rule of law.